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Deco-Mica Ltd.

BSE: 531227 Sector: Others
NSE: N.A. ISIN Code: INE907E01010
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VOLUME 500
52-Week high 28.80
52-Week low 18.00
P/E 5.52
Mkt Cap.(Rs cr) 8
Buy Price 18.00
Buy Qty 2000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.00
CLOSE 18.00
VOLUME 500
52-Week high 28.80
52-Week low 18.00
P/E 5.52
Mkt Cap.(Rs cr) 8
Buy Price 18.00
Buy Qty 2000.00
Sell Price 0.00
Sell Qty 0.00

Deco-Mica Ltd. (DECOMICA) - Director Report

Company director report

THE FINANCIAL YEAR 2016-17

To

The Members DECO MICA LIMITED

CIN: L20299GJ1988PLC010807

Your Directors have pleasure in presenting their 28thAnnual Report on thebusiness and operations of the company together with the Audited Statement of Accounts forthe year ended 31stMarch 2017.

Financial Performance

The Financial Performance for the year ended March 2017 is summarized as under and theDirectors recommend appropriation of Profit as under:

(Rupees in Lakhs)
Particular Year ended 31st March 2017 Year ended 31st March 2016
Turnover 3231.14 4094.28
Profit/(Loss) before taxation 153.70 169.68
Less: Tax Expense
a) Current Tax 37.30 34.50
b) Excess/Short Provisions of tax 1.38 (2.30)
c) Deferred tax expenses 13.75 16.79
d) Provision for wealth tax
Profit/(Loss) after tax 101.27 120.69
Less: Appropriation
a) Transferred to General Reserve
b) Proposed Dividend on Equity Shares
c) Tax on Dividend
Balance Profit of P.Y. 783.10 662.41
Balance Profit in 2016-17 884.36 783.10

State of Company's Affairs and Future Outlook:

The income of the company during the year was Rs. 3250.80 lacs in comparison of Rs.4105.47lacs in the previous year.

The Company has earned profit of Rs 101.27Lacs during the year.

Statutory Disclosures

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3) (m) of the Companies Act 2013 read withthe Rule 8(3) of the Companies (Accounts) Rules 2014 is given in the ManagementDiscussion and Analysis Report. The details pursuant to remuneration of Directors andemployees in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

MANAGEMENT ANALYSIS

The trading activities of the Company mostly comprises of export of Laminates which aresubject to Government policies and other Global factor which has direct effect on theoperational activities of trading. However the Company has proved its image in globalmarket and has enough capacity to face the uneven situation in the course of its operationwhich is within its control.

Dividend

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend any dividend for the year ended 31stMarch2017.

Amounts Transferred to Reserves:

No amount is transferred to General Reserve.

Extract of Annual Return:

The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 has beenenclosed with this report as Annexure – I

Details of Subsidiaries Companies Associate Company & LLP/Partnership *There is noSubsidiary of Company hence no such information is provided. Directors

The Board comprises of four Directors as on March 31 2017 viz. Shri Vijaykumar D.Agarwal (Managing Director and CFO) Shri Vishal V. Agarwal (Director) Shri HarishkumarD. Joshi (Director) and Smt. Lalitadevi S. Murarka (Additional Director).

(a) Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and the ListingRegulations specified Companies are required to have at least one Woman Director in theirBoard. Smt Lalitadevi S. Murarka was appointed as on 27th April 2015 as WholeTime Director on Board.

(b) Chairman of the Board

Shri Vijaykumar D. Agarwal (DIN 01763739)has been Chairman since 8thNovember 2008.

(c) Managing Director & CEO

Shri Vijaykumar D. Agarwal (DIN 01763739) has been the Managing Director and CFO since8th November 2008.

(d) Appointment/ Re-appointment/ Resignation/ Retirement of Directors

In order to ensure compliance with Section 152 (6) of the Act the Board has consideredShri Vishal V. Agarwal Director as liable to retire by rotation and being eligible offerthemselves for reappointment.

Mr. Udaibhan B. Tripathi has resigned w.e.f 22/12/2016 as Director.

Number of Board Meetings:

During the Financial Year 2016-17 the following meetings of the Board of Directors ofthe company were held.

Sr. No. Date of Board Meeting No. of Director Present in the Meeting
1. 21/05/2016 Four Directors were present.
2. 12/07/2016 Four Directors were present.
3. 10/08/2016 Four Directors were present.
4. 12/11/2016 Four Directors were present.
5. 22/12/2016 Four Directors were present.
6. 23/01/2017 Four Directors were present.
7. 14/02/2017 Four Directors were present.

The details of the Committee Meetings held during the year is as follows:

Sr. No. Name of Committee Name of Committee Members Category
1. Audit Committee 1.Vijaybhai D. Agarwal Chairman
2. Harishkumar D. Joshi Independent
3. Lalitadevi S. Murarka Independent
2. Nomination and Remuneration Committee 1. Harishkumar D. Joshi Independent
2. Lalitadevi S. Murarka Independent
3. Risk Management Committee ( if applicable) Not Applicable
4. Stakeholders Relationship Committee 1.Vijay D. Agarwal Director
2. Vishal V. Agarwal Director
3. Harishkumar D. Joshi Director

System for Internal Financial Controls and its adequacy

The Financial Statements are prepared based on Computer system outputs. Responsibilityof preparation of Financial Statements is entrusted to a dedicated unit which iscompletely independent of business risk audit or other functions. This unit does notoriginate accounting entries except for limited matters such as Share Capital Taxes andTransfers to Reserves. The Company has implemented adequate procedures and internalcontrols which provide reasonable assurance regarding reliability of financial reportingand preparation of Financial Statements and that such internal financial controls wereadequate and were operating effectively during the year.

Particulars of Loan Guarantees and Investments under Section 186:

During the financial year 2016-17 the Company has not given any loan to any otherCompany.

The investment in other securities is within the authority given to the Board by theshareholders under Section 186 of the Companies Act 2013.

Particulars of Contracts or Arrangements with Related Parties:

All the transactions entered by the Company with related parties were in the ordinarycourse of business and at Arm's Length Pricing basis. The Audit Committee granted omnibusapproval for the transactions (which are repetitive in nature) and the same was reviewedby the Audit Committee and the Board of Directors.

The pricing basis is mostly based on Arm's Length Price and the decision is taken basedon the consideration and Comparable Uncontrolled Price Method prevailing in the market.

Explanation to Auditor's Remarks

The remarks made by the Auditors in their Report have been suitably dealt with in theschedules and notes and therefore do not call for any further clarification.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:

A. Conservation of Energy:

The Company continues its endeavor to improve energy conservation and utilization.

B. Technology Absorption:

(1) the efforts made towards technology absorption:

Indigenously developed technologies for the improvement of production in the factorywere adopted and required modifications and innovations were done on continuous basis.

(2) the benefits derived like product improvement cost reduction product developmentor import substitution:

The innovations made by the Company has provided better results in quality andproduction and also reducing the involvement of manual workers without increasing theoverall cost of production and maintenance.

(3) in case of imported technologies

(imported during last three years reckoned from the beginning of the financial year)(a) The details of technology imported: Nil (b) The year of import: Nil (c) Whether thetechnology been fully absorbed: Not applicable

(d) If not fully absorbed areas where absorption has not taken place and the reasonstherefor: Not applicable.

C. Foreign Exchange earnings and outgo: -

1. Activities relating the export : Company exports Laminates.
2. Foreign Exchange earned : Rs. 4122195
3. Foreign Exchange used : Nil

Risk Management Policy:

The Company has developed a very comprehensive risk management policy and the same isreviewed by the Audit Committee at periodical intervals which in turn informs the Boardabout the risk assessment and minimization procedures adopted by the management.Suggestions or guidance given by the audit committee members are immediately implemented.At the corporate level major risks are reviewed by the Managing Directors and directionsin this regard are issued accordingly.

Details of Directors and Key Managerial Personnel:

NAME OF DIRECTOR DIN DESGNATION DATE OF RESIDENTIAL ADDRESS APPOINTMENT
VISHAL VIJAY BHAI AGARWAL 01763739 Director 08/11/2008 8 KAIRVI BUNGLOW NR SARTHI HOTEL BODAKDEV AHMEDABAD 380054 Gujarat INDIA
VIJAY KUMAR DINDAYAL AGARWAL 01869337 Managing director 01/01/1997 8-KAIRVI BUNG. NR. SARTHI HOTEL NR. HARIVELLA FLATS BODAKDEV AHMEDABAD 380054 Gujarat INDIA
HARISHKUMAR DHANJIBHAI JOSHI 01871634 Independent Director 26/09/2014 72 SHIVGANESH BUNGLOWS SHILAJ ROAD THALTEJ AHMEDABAD 380059 Gujarat INDIA
LALITADEVI SHYAMSUNDER MURARKA 07168017 Independent Director 30/09/2015 84ISKON GREENS GHUMA AHMEDABAD 380058 Gujarat INDIA

Comparison of Remuneration to Directors and employees:

There is Rs. 1270/-p.m. decrease in the remuneration payable to Directors in Comparisonto Rs. 208310 / - p.m. increase in the salary of employee.

The Salary rise is based on the inflation data. The previous year increase in salary ofDirector is after one year. As such the rise in the salary is at par with other employeeof the Company. The Performance of the Company has been affected by Global recession andeconomic slowdown in the Indian economy.

In comparison to the Remuneration of Directors and other employees is as under:

1) Median of Directors remuneration:-Rs. 3478925/- per annum.

2) Median of employees remuneration:-Rs. 19988621/- per annum.

Details of significant & material orders passed by the regulators or courts ortribunal:

No order has been passed by the Court/Tribunal during the financial year 2016-2017.

Deposits (As per the Definition Section 2(31) of the Companies Act 2013)

The following details of deposits covered under Chapter V of the act: I. DepositsAccepted during the year: Nil II. Remained unpaid or unclaimed as at the end of the year:Nil

III. Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-N.A.

a. At the beginning of the year: Nil b. Maximum during the year:Nil c. At the end ofthe year:Nil

IV. The details of deposits which are not in compliance with the requirements ofChapter: There is no such Deposit held by the Company.

Receipt of any commission by Managing Director / Whole Time Director from a Company orfor receipt of commission / remuneration from it holding or subsidiary:

Company is not paying any commission to it's director.

Declaration by Independent Director:

The Company has received declaration from all the Independent Directors under theCompanies Act 2013 and rules made ther eunder.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s D. N.Motwani & Co. to undertake Secretarial Audit. The Secretarial Audit Report submittedby M/s. D. N. Motwani & Co. is furnished as Annexure II.

DISCLOSURE

Corporate Social Responsibility (CSR) Policy:

The Company is not falling within the criteria of Section 135 of the Companies Act2013 and hence the Company is not required to form CSR committee.

Audit Committee:

The Audit Committee comprises of Shri Vijaykuamr Dindayal Agarwal Shri HarishkumarDhanjibhai Joshi and Smt. Latitadevi D. Murarka. All the recommendations made by the AuditCommittee were accepted by the Board.

Vigil Mechanism:

The Vigil Mechanism of the Company incorporates Whistle Blower Policy in terms of theListing Agreement. Protected disclosures can be made by a Whistle Blower through a mail ora letter to the Chairman of the Company. The Policy on Vigil Mechanism and Whistle BlowerPolicy may be accessed on Company's Website.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by theBoard of its own Performance its Directors and that of its Committees:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.

Nomination & Remuneration Committee Policy:

The sitting fee paid to the non-executive directors and remuneration paid to the whole-time director is approved by the remuneration committee. Remuneration Committee consistsof Shri Harishkumar Dhanjibhai Joshi (DIN: 01871634) and Lalitadevi Shyamsunder Murarka(DIN :07168017) both are Independent Directors.

Half- yearly Declaration

A half – yearly/Quarterly Declaration of financial performance including summaryof significant events in the last six months is currently not being send to each householdof shareholders. However the Company publishes its results in national and state levelnewspapers having wide circulation. The results are also posted on the website of theCompany i.e. www.decomicaltd.com.

Managerial remuneration:

Managerial Remuneration

Managerial Remuneration
Sr. No. Name of Director Remuneration for F.Y 2016-2017 (Amount In Rs.) Remuneration for F.Y 2015-2016 (Amount In Rs.)
1. Vijaykumar V. Agrawal (Managing Director and CFO) 250000/- p.m. 250000/- p.m.

*Remuneration is not required to be paid to independent director as per Section 149read with Schedule IV of Companies Act 2013.

Statutory Auditors:

M/s J.T Shah & Co. Chartered Accountants who have audited the accounts of the year2016-17 shall retire at the conclusion of the ensuing General Meeting .

Members are requested to consider the appointment of Mr. Samir M. Shah & Associates(FRN.: 122377W) Chartered Accountant as the Statutory Auditors of the Company from theconclusion of this Annual General Meeting at the remuneration to be decided by the Boardbased on the recommendations of the Audit Committee. A Certificate has been received fromMr. Samir M. Shah & Associates (FRN.: 122377W) Chartered Accountant to the effect thattheir appointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013.

Cost Auditors:

Company does not fall within the purview of Section 148 of the Companies Act 2013andhence there is no requirement for the Company to appoint Cost Auditor for the F.Y 2016-17.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and of the profit/loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

Material events that have happened after the Balance Sheet date

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which the Financial Statementsrelate and the date of the Report.

Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkPlace

The Company has zero tolerance for sexual harassment at the Workplace and has adopted a‘Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWork Place' in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.

The Policy aims to provide protection to women employees at the workplace and preventand redress complaints of sexual harassment and for matters connected or incidentalthereto with the objective of providing a safe working environment. However no complaintwas registered with regard to the same.

Green initiatives:

During fiscal 2011 we started a sustainability initiative with the aim of going greenand minimizing our impact on the environment. Like the previous years this year too weare publishing only the statutory disclosures in the print version of the Annual Report.Additional information is available on our website www.decomicaltd.com.

Electronic copies will be the Annual Report 2016-17 and Notice of the 28thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2017 and the Notice will be the 28thAnnual General Meeting are sent in the permitted mode. Members requiring physical copiescan send a request to the Company.

The Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The instructions for e-voting are provided in theNotice.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support.

For and on behalf of the Board
VIJAYKUMAR DINDAYAL AGARWAL
Date: 20/07/2017 MANAGING DIRECTOR
Place: Ahmedabad (DIN: 01869337)